{"id":42545,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-lease-agreement-dell-financial-services-lp-and-sagent.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-lease-agreement-dell-financial-services-lp-and-sagent","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-lease-agreement-dell-financial-services-lp-and-sagent.html","title":{"rendered":"Master Lease Agreement &#8211; Dell Financial Services LP and Sagent Technology Inc."},"content":{"rendered":"<pre>                                                                     NO. 5785949\n                             MASTER LEASE AGREEMENT\n\n                                           \nLessor:  DELL FINANCIAL SERVICES L.P.            Lessee:  SAGENT TECHNOLOGY INC.\nMailing Address:             Payment Address:             Address:\n----------------             ----------------             --------\nPO Box 811550                PO Box 99355                 800 W. El Camino\nChicago, Illinois            Chicago, Illinois            3rd Floor\n60681-1550                   60693                        Mountain View, CA 94040\nFax:  _________________      Fax:  ________________       Fax:    650-493-1290\nAttention:  COO              Attention:  __________       Attention:  KATHY OVALLE\n\n\n        This Master Lease Agreement (this 'Agreement'), dated to be effective as\nof September 26, 1998 (the 'Effective Date'), is between the Lessor and Lessee\nnamed above. Capitalized terms used in this Agreement and not defined in the\nbody of this Agreement are defined in Section 25 of this Agreement. The parties\nagree as follows:\n\n1.      LEASE. Lessor hereby leases to Lessee and Lessee hereby leases from\nLessor the Products that are described in any Lease Schedule to this Agreement\n(each a 'Schedule') executed and to be executed by the parties hereto, in\naccordance with all of the terms and conditions of this Agreement. The\nprovisions hereof shall be deemed to be incorporated into each Schedule and each\nSchedule shall constitute a separate lease of Products (a 'Lease'). Except as\nmay be specifically provided in this Agreement, in the event of any conflict\nbetween the terms of any Schedule and the terms of this Agreement, the terms of\nthe Schedule shall govern. All rights not specifically granted to Lessee in this\nAgreement or in a Schedule are reserved by Lessor.\n\n2.      ACCEPTANCE, TERM AND RENT.\n\n        (a) All Products shall automatically be deemed to have been irrevocably\naccepted by Lessee ('Acceptance') upon the expiration of the 5th Business Day\nfollowing the date the Products are shipped to Lessee (the 'Acceptance Date')\nunless Lessee specifically rejects such Products by written notice to Lessor\nbefore the expiration of such period. The primary term of the Lease for any\nProduct hereunder (the 'Primary Term') shall be as provided in the Schedule\nrelated to such Product, subject to earlier termination as provided herein, and\nthe first day of the Primary Term (the 'Commencement Date') shall be either (i)\nthe first day of the first month following the month in which the Acceptance\nDate occurs (if the Acceptance Date falls on or before the 20th day of the\nmonth) or (ii) the first day of the second month following the month in which\nthe Acceptance Date occurs (if the Acceptance Date falls after the 20th day of\nthe month). The period beginning on the Acceptance Date and ending on the last\nday of the Primary Term, together with any renewals or extensions thereof, is\nreferred to herein as the 'Lease Term.' Each Lease of Products shall become\neffective as of the applicable Acceptance Date and, unless sooner terminated as\nprovided herein or in the applicable Schedule, shall continue for the Lease\nTerm. Subject to Section 2((b)), the amount of the rental payments ('Rent'), and\nthe payment thereof, with respect to the Lease of any Product hereunder, shall\nbe as provided in the relevant Schedule.\n\n        (b) For each Schedule, Lessee irrevocably authorizes Lessor to adjust\nthe Products Acquisition Amount set forth on such Schedule and the related Rent\nby no more than 10% to account for costs to Lessor associated with change\norders, returns, invoicing errors and similar matters. Lessee agrees to any\nresulting adjustments in the transaction's terms, if different from those stated\nin the applicable Schedule.\n\n3.      PAYMENT OBLIGATION.\n\n        (a) Rent shall be due on the first day of each Payment Period (as stated\nin the related Schedule) starting on the Commencement Date; provided, however,\nthat added to the first payment of Rent shall be a prorated Rent calculated\nbased on a 30-day month for the period from the Acceptance Date to the\nCommencement Date. Rent paid in advance, if any, shall be applied to the first\nRent due and then to the final payments of Rent, in reverse order, or, at\nLessor's option, to payment of any overdue obligation of Lessee (including Rent\nowed with respect to other Products). All Rent and other amounts due and payable\nunder this Agreement or any Schedule shall be paid to Lessor in immediately\navailable funds of the United States of America at the payment address for\nLessor set forth above or at such other address as Lessor may designate from\ntime to time. Rent shall be due and payable whether or not Lessee has received\nany notice that such Rent is due.\n\n\n\n\n                                  Page 1 of 10\n\n\n        (b) EACH LEASE SHALL BE A NET LEASE, and any Rent or other amounts set\nforth in this Agreement or any Schedule shall not include insurance, handling\ncosts, shipping or other transportation costs (except as may be specifically\nprovided in any Schedule); or sales, use, excise, turnover, purchase, property,\nluxury, added value or other taxes, fees, levies or assessments, or (to the\nextent Lessor may consent to Lessee's transfer of any Products to Persons\noutside the United States of America) customs duties or surcharges on imports or\nexports (collectively, 'Taxes or Duties'), with respect to the Products, this\nAgreement or any Lease, all of which shall be paid directly by or charged to the\naccount of Lessee. If Lessee claims eligibility for exemption from any tax, it\nshall provide Lessor with a tax exemption certificate acceptable to the relevant\ntaxing authority. Any such Tax or Duty Lessor may be required to collect or pay\n(other than taxes based on the net income of Lessor) shall be paid by Lessee\nand, if not specifically set forth in this Agreement or the applicable Schedule\nas payable concurrently with the payment of Rent, shall be due and payable to\nLessor on demand.\n\n        (c) LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE AND\nTO OTHERWISE PERFORM AS REQUIRED UNDER THIS AGREEMENT OR ANY SCHEDULE SHALL BE\nABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT,\nREDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION, DEFERMENT OR RECOUPMENT\nFOR ANY REASON WHATSOEVER WHETHER ARISING OUT OF THIS AGREEMENT, ANY SCHEDULE,\nLESSOR'S STRICT LIABILITY OR NEGLIGENCE, THE CONDUCT OF A THIRD PARTY, TOTAL OR\nPARTIAL LOSS OF PRODUCTS OR THEIR USE OR POSSESSION, OR OTHERWISE. If any\nProduct is unsatisfactory for any reason, Lessee shall make any claim solely\nagainst the manufacturer or supplier of such Product and shall, nevertheless,\npay Lessor or its assignee all amounts due and payable under the Lease.\n\n4.      LICENSED MATERIALS. Notwithstanding anything to the contrary in this\nAgreement or any Schedule, neither this Agreement nor any Schedule grants any\nright, title or interest in or to that portion of any Products constituting or\ncontaining Software or Documentation (collectively, 'Licensed Materials'). Any\nrights that Lessee may have with respect to Licensed Materials shall arise only\npursuant to license agreements between Lessee and the licensor(s) of such\nLicensed Materials (collectively, the 'Licensors') which license agreements (the\n'Licenses') may be contained within the packaging associated with the Products.\nAll title to and ownership of the Licensed Materials (both to the original and\nany whole or partial reproductions of the same, and all rights therein,\nincluding all rights in patents, copyrights, trade secrets and other\nintellectual property rights applicable thereto) is and shall remain in the\nLicensors during and after the term of this Agreement. Any use of the terms\n'sell,' 'purchase,' 'license,' 'lease,' and the like in this Agreement or any\nSchedule with respect to Licensed Materials shall be interpreted in accordance\nwith this Section 4.\n\n5.      PERFORMANCE BY LESSOR. As between Lessor and Lessee, Lessor shall have\nthe right to accept or reject in Lessor's sole discretion any request by Lessee\nfor the leasing of Products under this Agreement. No Lease shall commence until\nLessor signs the related Schedule. Each Schedule shall be binding upon Lessor\nand Lessee from the date it is accepted and executed by Lessor; provided,\nhowever, that Lessor shall have no obligations with respect to any Schedule\nunless before the earlier of the expiration of credit approval or the expiration\nof the price quotation (i) Lessor receives from Lessee, in a form acceptable to\nLessor in its sole discretion, the originals of a fully signed and completed\nSchedule and such other documents as Lessor may require, (ii) Acceptance of the\nProducts has occurred, (iii) Lessor receives clear and unencumbered title to the\nProducts (excluding Licensed Materials), and (iv) no Event of Default, or any\nevent which, with the passage of time, the giving of notice, or both, would give\nrise to an Event of Default ('Default') shall have occurred. In the event that\nall of the foregoing conditions have not been satisfied within such period,\nLessor may, at Lessor's election, terminate such Schedule and Lessor shall\nthereafter have no further liabilities or obligations with respect thereto. If\nLessor has accepted a Purchase Agreement Assignment (an 'Assignment') with\nrespect to any Products but the Schedule applicable to such Products has been\nterminated in accordance with the preceding sentence, Lessor may by notice to\nLessee be relieved of all further liabilities or obligations with respect to\nsuch Products and transaction and reassign all rights and obligations under such\nAssignment to Lessee without recourse or warranty and Lessee shall reimburse\nLessor for all expenses and other amounts incurred by Lessor with respect to\nsuch Products and transaction, plus interest at the Overdue Rate from the date\nsuch amounts were incurred by Lessor through the date such amounts are\nreimbursed by Lessee.\n\n6.      USE; LOCATION; INSPECTION. Except as may be specifically provided in\nany Schedule, Lessee shall be solely responsible for (i) unpacking and\ninstallation of the Products and (ii) deinstalling and repacking the Products\nfor return in accordance with Section 7. Lessee shall cause Products to be\npossessed and operated only (i) in accordance with the Documentation and\nApplicable Laws (including intellectual property laws), and (ii) for the\ninternal business purposes of Lessee and not for any other use or disposition.\nLessee agrees to comply with all terms and conditions of any Licenses. Lessee\nagrees not to remove Products from the locations set forth in the related\nSchedule without Lessor's prior written consent, which consent shall not be\nunreasonably withheld; provided, however, Lessee may without Lessor's consent\nremove from such location any such Products which are designated on the\napplicable Schedule as mobile equipment. Lessee shall allow Lessor and the\nLicensors to inspect the premises where the Products are located from time to\ntime during reasonable hours after reasonable notice in order to confirm\nLessee's compliance with its obligations under this Agreement and the Licenses,\nand shall correct any deficiencies promptly upon notice from Lessor and\/or one\nor more of the Licensors.\n\n7.      RETURN. At the expiration of the Lease Term for any Product or\nearlier termination of each Lease, Lessee agrees (i) unless otherwise provided\nby the applicable License(s), to terminate its use of all Licensed Materials\nprovided to Lessee under such Schedule and to return the same to Lessor at a\nplace within the continental United States reasonably designated by Lessor,\ntogether with an \n\n\n\n                                  Page 2 of 10\n\n\nassignment of all of Lessee's rights under the applicable\nLicense(s), and (ii) to terminate its use of, and return to Lessor at a place\nwithin the continental United States reasonably designated by Lessor, all other\nProducts leased to Lessee under such Schedule.\n\n8.      RISK OF LOSS; MAINTENANCE; UNINSURED LOSS AND DAMAGE. Lessee assumes\nall risk of loss or damage to Products from the time such Products are delivered\nto a carrier for shipment to Lessee until their return to Lessor and agrees to\nmaintain the Products in good operating condition, in compliance with all\nrequirements necessary to enforce all Product warranty rights, and to return the\nProducts to Lessor as provided in Section 7 in good operating condition\n(ordinary wear and tear excepted). During the Lease Term, Lessee shall ensure\nthat each Product is covered by a maintenance agreement (if available) from the\nmanufacturer of such Product or another Person that is reasonably acceptable to\nLessor. If a Product shall become lost, stolen, destroyed or damaged beyond\nrepair or in the event of any condemnation, confiscation, seizure or\nexpropriation of such Product, Lessee shall promptly notify Lessor of the same\nand shall immediately pay to Lessor the value of such Product calculated by\ndiscounting to present value the aggregate of all unpaid amounts due or to\nbecome due to Lessor with respect to such Product under this Agreement or any\nSchedule as Rent or otherwise (including the purchase option amount determined\nin accordance with the applicable Schedule or the estimated in-place fair market\nvalue at the end of the Lease Term as determined by Lessor if no purchase option\nis provided in such Schedule) using the discount rate of the Federal Reserve\nBank of Chicago on the date of such occurrence plus 1%, at which time Lessor\nshall transfer to Lessee all of Lessor's right, title and interest, if any, in\nsuch Product (but not any Licensed Materials), AS IS, WHERE IS, WITHOUT RECOURSE\nOR WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY WARRANTIES OF DESIGN,\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES AGAINST\nINFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE\nPRACTICE, ALL OF WHICH SHALL BE SPECIFICALLY DISCLAIMED BY LESSOR.\n\n9.      ALTERATIONS. Lessee shall, at its expense, make such alterations to\nProducts during the Lease Term as may be required by Applicable Laws. Lessee may\nmake other alterations, additions or improvements to Products provided such\nother alterations, additions or improvements do not violate any License or\nmaterially decrease the value of Products or impair their utility. Lessee may\nremove any such other alteration, addition or improvement at the expiration of\nthe relevant Lease Term, provided Lessee shall repair any damage to Products or\nthe premises where located resulting from or occasioned by such removal and\nprovided any such removal shall not violate any License or render Products\nincapable of use or operation for the purposes for which such Products were\nintended. Any alteration, addition or improvement shall be at Lessee's expense\nand, unless removed by Lessee as provided above, shall belong to and become the\nproperty of Lessor, subject to the terms of the applicable Lease during such\nLease Term.\n\n10.     INSURANCE. From the date risk of loss passes to Lessee hereunder\nwith respect to any Products and thereafter until all of Lessee's obligations\nunder the related Lease have been performed in full, Lessee shall at its sole\nexpense:\n\n        (a) Insure Products against 'all risks' of physical loss or damage,\nincluding without limitation loss by fire (including extended coverage), theft,\ncollision and such other risks of loss as are customarily covered by insurance\non the type of products leased hereunder by prudent operators of businesses\nsimilar to that in which Lessee is engaged, in such amounts, in such form and\nwith such insurers as shall be satisfactory to Lessor from time to time, but in\nno event shall such insurance be less than the full replacement value of the\nProducts; and\n\n        (b) Maintain public liability and property damage insurance in respect\nof the use, operation and possession of the Products and the ownership thereof\nby Lessor with insurers satisfactory to Lessor in such form and with such limits\nof liability as Lessor may from time to time reasonably require.\n\n        Each insurance policy shall name Lessor (and if Lessor requests at any\ntime, any successor, assignee or secured party of Lessor) as loss payee for\nphysical damage insurance and as additional insured for liability and property\ndamage insurance, and shall contain a clause requiring the insurer to give\nLessor at least 30 days prior written notice of any alteration in the terms of\nsuch policy or of the cancellation thereof. At Lessor's request, Lessee shall\nfurnish to Lessor a certificate or certificates of insurance or other evidence\nsatisfactory to Lessor that such coverage is in effect, provided, however, that\nLessor shall be under no duty to either ascertain the existence of or to examine\nsuch insurance policy or to advise Lessee in the event such insurance coverage\nshall not comply with the requirements of this Agreement or any Schedule. Lessee\nshall promptly notify Lessor of the occurrence of an event of loss and, at its\nexpense, make all proofs of loss and take all other steps necessary to recover\ninsurance benefits unless advised in writing by Lessor that Lessor desires so to\ndo at Lessee's expense. Lessee irrevocably constitutes and appoints Lessor as\nits attorney-in-fact (i) to make, settle and adjust claims under each policy,\n(ii) to make claims for monies which may become due under each policy including\nreturned or unearned premiums and (iii) to endorse Lessee's name on any check,\ndraft or other instrument received in payment of claims or returned or unearned\npremiums under each such policy and to apply the funds to the payment of amounts\ndue by Lessee pursuant to this Agreement or the applicable Lease; provided,\nLessor shall have no obligation to do any of the foregoing. Proceeds of\ninsurance shall at the option of Lessor be disbursed by Lessor against\nsatisfactory invoices for repair or replacement of Products, provided Lessee is\nnot then in Default, or be retained by Lessor for application against Lessee's\nobligations hereunder, and if the proceeds received are less than the value of\nthe Products subject to the loss, as determined pursuant to Section 8, Lessee\nshall pay to Lessor the amount of such deficiency.\n\n\n\n                                  Page 3 of 10\n\n\n11.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE. Lessee\nrepresents, warrants and covenants to Lessor that at all times during the term\nof this Agreement and any Schedule:\n\n        (a) Lessee is an entity duly organized and validly existing in good\nstanding under the laws of the jurisdiction of its organization, has full power\nand authority to execute, deliver, and perform under this Agreement and each\nSchedule and all certificates and other documents required by, referred to in,\nor executed in connection with, this Agreement or any Schedule (collectively,\nthe 'Documents') to which it is a party, and is duly qualified and in good\nstanding in all jurisdictions with respect to which its ownership or leasing of\nproperty or its conduct of business requires it to be so qualified;\n\n        (b) The execution, delivery and performance by Lessee of this Agreement,\neach Schedule and the other Documents to which it is a party have been duly\nauthorized by all necessary corporate or other action on the part of Lessee, and\nthis Agreement, each Schedule and the other Documents to which it is a party\nhave been duly executed and delivered on Lessee's behalf by Persons duly\nauthorized in that regard, and constitute the legal, valid and binding\nagreements of Lessee, enforceable against Lessee in accordance with their\nrespective terms (subject to applicable bankruptcy and other similar laws);\n\n        (c) The execution, delivery and performance by Lessee of this Agreement,\neach Schedule and the other Documents to which it is a party do not and shall\nnot result in a breach of, constitute a default under, contravene any provision\nof, or result in the creation of any lien on or in any property or assets of\nLessee pursuant to, the Certificate or Articles of Incorporation or Bylaws of\nLessee or any other documents pursuant to which Lessee is organized or operates,\nor any agreement, indenture or other instrument to which Lessee is a party or by\nwhich Lessee or any of its property or assets may be bound or affected;\n\n        (d) There is no action, suit or proceeding pending or, to the knowledge\nof Lessee, threatened in any court or tribunal or before any competent authority\nagainst Lessee or any of its property or assets which challenges this Agreement,\nany Schedule, any of the other Documents or any of the transactions contemplated\nhereby or thereby or which, in the reasonable and bona fide opinion of Lessee,\nmay have a material adverse effect on the financial condition or business of\nLessee; and\n\n        (e) The financial statements and other information furnished and to be\nfurnished to Lessor by Lessee are and shall be true and correct.\n\n        If any Person guarantees payment or performance by Lessee of any\nliabilities or obligations of Lessee under this Agreement or any Schedule (a\n'Guarantor'), the preceding representations, warranties and covenants shall be\ndeemed to be made by Lessee on behalf of such Guarantor as well as Lessee as if\nsuch Guarantor was named in addition to Lessee therein.\n\n12.     CONFIDENTIALITY.\n\n        (a) All information or materials disclosed by Lessor to Lessee, or\nobtained by Lessee from Lessor, under or in connection with this Agreement, any\nSchedule, or the transactions contemplated hereby or thereby, including\ninformation concerning Lessor's (or any vendor's or Licensor's) business\nactivities, technical information, trade secrets, marketing plans, objectives,\nor financial results, and the terms and conditions of this Agreement and any\nLease, regardless of whether the same is disclosed in writing, orally, visually\nor otherwise, are confidential and proprietary (collectively, the 'Confidential\nInformation'). Lessee shall receive and retain Confidential Information in\nconfidence and shall use the same degree of care, but no less than a reasonable\ndegree of care, as Lessee uses to protect its own similar information to protect\nthe Confidential Information and to prevent (i) any use of Confidential\nInformation other than in performance of its obligations under this Agreement or\nany Schedule; (ii) any dissemination of Confidential Information to any Person;\nor (iii) any publication of any Confidential Information (provided that\nConfidential Information may be disclosed to employees or professional advisors\nof Lessee to the extent such employees or advisors need to know such information\nin order to carry out the terms of this Agreement or otherwise utilize the\nProducts in accordance with a Lease and agree to be bound by such obligations of\nnondisclosure and nonuse).\n\n        (b) The foregoing restrictions of confidentiality and nonuse shall not\napply to any Confidential Information that (i) was known to Lessee at the time\nof the disclosure and was not obtained or derived, directly or indirectly, from\nLessor; (ii) is or becomes available to the general public or generally known to\nLessor's industry through no fault of Lessee; (iii) is obtained by Lessee from a\nthird party which, to Lessee's knowledge, is lawfully in possession of the\nConfidential Information provided that, to Lessee's knowledge, such Confidential\nInformation is not subject, in such third party's hands, to any confidential or\nnonuse obligations owed to Lessor or any third party; (iv) is disclosed by\nLessor to a third party without a duty of confidentiality on the third party;\n(v) is independently developed by Lessee without a breach of this Agreement or\nany Lease; or (vi) is disclosed by Lessee with the Lessor's prior written\napproval. The foregoing restrictions on confidentiality shall not prohibit\nLessee from disclosing any Confidential Information that Lessee is required to\ndisclose by government body, a court of law or Applicable Laws provided Lessee\ngives Lessor reasonable advance notice of the same so that Lessor may contest\nthe disclosure or seek a protective order, and provided that Lessee complies\nwith any such protective order.\n\n\n                                  Page 4 of 10\n\n\n13.     WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATIONS ON LIABILITY.\n\n        (a) Lessor assigns to Lessee (to the extent assignable) the benefit of\nany limited warranty or right of return provided by any Licensor, manufacturer\nor vendor of the Products until such time as the Lease of such Product to Lessee\nhas terminated or expired.\n\n        (b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT, MANUFACTURE OR\nSUPPLY ANY PRODUCT AND THAT LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON\nITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE ON STATEMENTS MADE BY\nLESSOR OR ITS AGENTS. LESSEE FURTHER ACKNOWLEDGES THAT LESSOR LEASES PRODUCTS\nAS-IS AND MAKES NO WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING ANY\nWARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ANY\nWARRANTIES OF TITLE OR AGAINST INFRINGEMENT, OR ANY WARRANTIES ARISING FROM A\nCOURSE OF DEALING, USAGE OR TRADE PRACTICE, ALL OF WHICH ARE SPECIFICALLY\nDISCLAIMED BY LESSOR. LESSEE HEREBY WAIVES ANY CLAIM (INCLUDING ANY CLAIM BASED\nON STRICT OR ABSOLUTE LIABILITY IN TORT) IT MIGHT HAVE AGAINST LESSOR FOR ANY\nLOSS, DAMAGE OR EXPENSE CAUSED BY OR WITH RESPECT TO ANY PRODUCTS. LESSEE HEREBY\nRELEASES AND FOREVER DISCHARGES LESSOR FROM ANY AND ALL ACTIONS, CLAIMS,\nDEMANDS, COSTS, EXPENSES, SET-OFFS, ABATEMENTS AND COMPENSATION WHATSOEVER, IN\nCONNECTION WITH THE FOREGOING, REGARDLESS OF THE FORM OF ACTION AND REGARDLESS\nOF WHETHER THE SAME ARISES FROM ANY NEGLIGENT ACT OR OMISSION OF LESSOR. Upon\nthe parties' execution of a Schedule, Lessor shall be deemed to have fully\nperformed and discharged all its obligations hereunder with respect to the\nrelated Products by providing Lessee with a possessory interest therein.\n\n        (c) Lessee agrees and acknowledges that it is the intent of both parties\nthat each Lease qualify as statutory finance lease under Article 2A of the\nUniform Commercial Code. Lessee acknowledges either (i) that Lessee has reviewed\nand approved any written supply contract covering the Products purchased from\nthe supplier thereof for lease to Lessee or (ii) that Lessor has informed or\nadvised Lessee, in writing, either previously or by this Agreement, that Lessee\nmay have rights under the supply contract evidencing Lessor's purchase of the\nProducts from the supplier chosen by Lessee and that Lessee should contact the\nsupplier of the Products for a description of any such rights.\n\n        (d) LESSOR'S TOTAL LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER\nARISING UNDER OR RELATED TO THIS AGREEMENT, ANY SCHEDULE, OR THE TRANSACTIONS\nCONTEMPLATED HEREBY OR THEREBY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN\nCONTRACT OR IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE\nTOTAL RENT PAID BY LESSEE TO LESSOR WITH RESPECT TO THE SCHEDULE THAT IS THE\nSUBJECT OF THE DISPUTE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE\nDATE OF THE CLAIM. IN NO EVENT SHALL LESSOR BE LIABLE FOR (I) ANY SPECIAL,\nINDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS\nAGREEMENT, ANY SCHEDULE OR THE SALE, LEASE OR USE OF ANY PRODUCTS INCLUDING\nINTERRUPTION OF SERVICE, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, LOSS OF TIME\nOR BUSINESS, OR ANY SIMILAR LOSS, EVEN IF LESSOR IS ADVISED IN ADVANCE OF THE\nPOSSIBILITY OR CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS OR\nESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN\nTHIS AGREEMENT, OR (II) ANY CLAIM BY ANY THIRD PARTY EXCEPT AS MAY BE EXPRESSLY\nPROVIDED HEREIN.\n\n14.     EVENTS OF DEFAULT. It shall be an event of default hereunder and\nunder any Lease ('Event of Default') if:\n\n        (a) Lessee fails to pay any Rent or other amounts payable under this\nAgreement or any Schedule when due and such failure shall have continued for 10\ndays;\n\n        (b) Any representation or warranty made by Lessee or any Guarantor to\nLessor under, or in connection with entering into, this Agreement, any Schedule\nor any other Document is at any time untrue or incorrect;\n\n        (c) Lessee fails to comply with the provisions of Section 10 or Section\n12 of this Agreement;\n\n        (d) Lessee fails to comply with any other obligation or provision of\nthis Agreement or any Schedule and such failure shall have continued for 10 days\nafter notice from Lessor;\n\n        (e) Any breach or default occurs under any agreement executed by any\nGuarantor for the benefit of Lessor (and, if capable of cure, is not cured\nwithin any applicable cure period set forth therein);\n\n        (f) Lessee or any Guarantor becomes insolvent or bankrupt, admits in\nwriting its inability to pay its debts as they mature, or makes an assignment\nfor the benefit of creditors; or Lessee or any Guarantor applies for or consents\nto the appointment of any receiver, trustee or similar officer for it or for all\nor any substantial part of its property (or such receiver, trustee or similar\nofficer is appointed without its consent); or Lessee or any Guarantor institutes\nany bankruptcy, insolvency, reorganization, moratorium, arrangement,\nreadjustment of debt, dissolution, liquidation or similar proceeding relating to\nit under the laws of any \n\n\n\n                                  Page 5 of 10\n\n\njurisdiction, or any such proceeding is instituted against Lessee or any\nGuarantor and is not dismissed within 30 days; or any judgment, writ, warrant or\nattachment or execution of similar process is issued or levied against a\nsubstantial part of the property of Lessee or any Guarantor and remains\nunsatisfied for 30 days;\n\n        (g) Lessee or any Guarantor dissolves, liquidates or otherwise\nterminates its existence as an entity, or consolidates with or merges with or\ninto any entity, or sells, leases or otherwise disposes of all or substantially\nall of its assets, or incurs a substantial amount of indebtedness other than in\nthe ordinary course of its business, or engages in a leveraged buy-out or any\nother form of corporate reorganization, in each case whether in a single\ntransaction or in a series of related transactions, UNLESS in each case and\nbefore the event in question, either (i) Lessor, based on written confirmation\nfrom such party, is reasonably satisfied that such party's financial condition\nand credit standing shall not be impaired by the event, or (ii) such party's\nobligations under this Agreement, each Schedule and any Guaranty are assumed or\nguaranteed in a manner reasonably satisfactory to Lessor by an entity having in\nLessor's good faith opinion at least as good financial condition and credit\nstanding as those of such party immediately before the event;\n\n        (h) Lessee does or permits to occur any act which may in the reasonable\nopinion of Lessor materially lessen the value of any Products or Lessor's\ninterest therein or increase the risk thereto; or\n\n        (i) Lessee or any Guarantor is in default under any other lease,\ncontract, agreement or obligation now existing or hereinafter entered into with\nLessor or any Affiliate of Lessor whether such party is bound alone or with\nothers.\n\n15.     REMEDIES; TERMINATION.\n\n        (a) Upon an Event of Default Lessor may:\n\n                (i)     require Lessee to return any or all Products as provided\nin Section 7;\n\n                (ii)    without further notice, take possession of any or all\nProducts ('Repossession') and for such purpose Lessee hereby (A) shall, if\nrequested by Lessor, assemble the Products and deliver them to a location\ndesignated by Lessor and (B) grants Lessor the right to enter the premises where\nsuch Products are located for the purpose of Repossession;\n\n                (iii)   terminate this Agreement and\/or any or all Schedules;\n\n                (iv)    without terminating or being deemed to have terminated\nthis Agreement or any Schedule, sell, lease or otherwise dispose of any or all\nProducts (as agent and attorney for Lessee to the extent necessary) upon such\nterms as Lessor deems advisable in its sole discretion ('Disposition'); or\n\n                (v)     in addition to any other right or remedy Lessor may have\nat law or in equity, demand as a genuine pre-estimate of liquidated damages for\nloss of bargain and not as a penalty, the then present value of all the unpaid\nand future Rent together with any other amounts owed with respect to the\nProducts, and (if any Products are not returned to or repossessed by Lessor) the\npresent value of the purchase option amount for such Products determined in\naccordance with the applicable Schedule, or the estimated in-place fair market\nvalue of such Products at the end of the Lease Term as determined by Lessor if\nno purchase option is provided in such Schedule (calculated by discounting such\namounts using the discount rate of the Federal Reserve Bank of Chicago, on the\ndate of the Event of Default plus 1%), in which event Lessee shall immediately\npay all such amounts to Lessor.\n\n        (b) Upon termination of this Agreement or termination or expiration of\nany Schedule, all right, title and interest of Lessee in or to the use of the\nProducts subject to the terminated Schedule(s) shall absolutely cease and Lessee\nshall return any and all such Products as provided in Section 7. Termination of\nthis Agreement shall constitute termination of all Schedules hereto, but\ntermination or expiration of one or more Schedules shall not in and of itself\nconstitute termination or expiration of this Agreement.\n\n        (c) Lessee shall pay all costs arising or incurred by Lessor as a result\nof any Default by Lessee or any Guarantor, including reasonable legal fees and\ncosts related to the Repossession, re-conditioning and Disposition of any or all\nProducts. Such costs shall be deducted from the proceeds of any Disposition. In\nthe event an amount in excess of the amount described in clause 15(a)(v) is\nreceived by Lessor, after costs, from the exercise of its remedies under Section\n15(a), Lessor shall promptly pay to Lessee any such excess.\n\n        (d) Lessee shall pay Lessor interest at a rate equal to the Overdue Rate\non all sums not paid by Lessee to Lessor when due and owing under the provisions\nof this Agreement or any Schedule. Such interest shall be due and payable on\ndemand by Lessor, or, if no demand is made, monthly on the same days as provided\nfor the payment of Rent so long as payment of any monies due and payable\nhereunder is in arrears.\n\n        (e) All rights of Lessor are cumulative and not alternative and may be\nexercised by Lessor separately or together, in any order or combination. In\naddition to the rights of Lessor specifically set forth in this Agreement or any\nSchedule, Lessor\n\n\n\n                                  Page 6 of 10\n\n\nshall be entitled to damages for breach of this Agreement or any Schedule, to\nan order requiring performance of the obligations of this Agreement or any\nSchedule, or to any other appropriate order or remedy available by contract, at\nlaw or in equity.\n\n16.     OWNERSHIP; PERSONAL PROPERTY; LABELS. As between Lessor and Lessee,\ntitle to the Products (other than any Licensed Materials) is and shall remain in\nLessor; title to the Licensed Materials remains with the Licensor(s). During the\nrelevant Lease Term, Products shall be and remain movable, personal and chattel\nproperty and Lessee agrees to take all action necessary or reasonably requested\nby Lessor to ensure that Products retain such status. Lessor shall not interfere\nwith Lessee's right to possession and quiet enjoyment of Products during the\nrelevant Lease Term, provided Lessee performs its obligations hereunder and\nunder each Schedule pursuant to the terms and conditions hereunder and\nthereunder. Lessor may require plates, labels, or other markings to be affixed\nto or placed prominently upon Products (other than any Licensed Materials)\nindicating Lessor as the owner.\n\n17.     INDEMNIFICATION. LESSEE SHALL BE RESPONSIBLE FOR, AND SHALL INDEMNIFY, \nDEFEND AND HOLD LESSOR, LESSOR'S AFFILIATES AND THEIR RESPECTIVE OFFICERS,\nDIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS HARMLESS FROM AND AGAINST, ALL\nCLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES, ACTIONS, COSTS OR EXPENSES,\nINCLUDING ATTORNEYS' FEES (COLLECTIVELY, 'CLAIMS'), ARISING FROM OR INCURRED IN\nCONNECTION WITH THIS AGREEMENT, ANY SCHEDULE, OR THE MANUFACTURE, ACQUISITION,\nPOSSESSION, OWNERSHIP, USE, MAINTENANCE, CONDITION, RETURN OR OPERATION OF ANY\nPRODUCTS (INCLUDING (I) ANY PERSONAL INJURY OR DEATH, (II) ANY CLAIMS RELATED TO\nTAXES OR DUTIES, AND (III) ANY CLAIMS RELATED TO ANY SUBSEQUENT USE OR\nDISPOSITION BY LESSOR, LESSOR'S AFFILIATES OR ANY OF THEIR RESPECTIVE SUCCESSORS\nOR ASSIGNS OF ANY PRODUCTS THAT MAY CONTAIN ANY DATA OR OTHER MATERIALS OF\nLESSEE OR ANY THIRD PARTY). LESSEE SHALL BE OBLIGATED TO INDEMNIFY LESSOR AND\nANY OTHER PERSON INDEMNIFIED HEREUNDER FOR ANY OF THE FOREGOING REGARDLESS OF\nTHE FORM OF ACTION AND REGARDLESS OF WHETHER THE CLAIM IN QUESTION ARISES IN\nPART FROM ANY NEGLIGENT ACT OR OMISSION OF ANY INDEMNIFIED PERSON, FROM STRICT\nLIABILITY OF AN INDEMNIFIED PERSON, OR OTHERWISE, PROVIDED THAT THIS INDEMNITY\nSHALL NOT EXTEND TO ANY LOSS CAUSED SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL\nMISCONDUCT OF LESSOR. LESSEE SHALL ASSUME THE DEFENSE OF SUCH CLAIM AT ITS\nEXPENSE, WITH COUNSEL OF ITS OWN CHOICE (SUCH COUNSEL BEING SUBJECT TO APPROVAL\nBY LESSOR, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED) AND PAY\nANY AMOUNT IN SETTLEMENT AND ALL COSTS AND DAMAGES AWARDED AGAINST OR INCURRED\nBY LESSOR OR ANY OTHER PERSON INDEMNIFIED HEREUNDER; PROVIDED, HOWEVER, THAT ANY\nPERSON INDEMNIFIED HEREUNDER SHALL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE\nOF SUCH CLAIM WITH COUNSEL OF ITS CHOICE AND AT ITS EXPENSE AND TO APPROVE ANY\nSUCH SETTLEMENT (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED).\nLESSEE SHALL KEEP LESSOR INFORMED AT ALL TIMES AS TO THE STATUS OF LESSEE'S\nEFFORTS AND CONSULT WITH LESSOR CONCERNING ITS EFFORTS.\n\n18.     EXPORT ISSUES.\n\n        (a) Lessee shall not allow any Products to be transported or used\noutside of the United States of America without the prior written consent of\nLessor. Lessee agrees that it shall not directly or indirectly export, reexport,\ntransship, transfer, divert or otherwise dispose of any Products or technical\ninformation, even though otherwise permitted by this Agreement or by subsequent\nauthorization from Lessor, except as shall be permitted by Applicable Laws. When\nrequested by Lessor, Lessee shall give additional written assurances against any\nsuch export, reexport, transshipment, diversion or disposition.\n\n        (b) Lessor's obligation, if any, to lease and deliver Products and to\nprovide or disclose any technical information shall be subject in all respects\nto the requirements of Applicable Laws, including such United States laws,\nregulations and orders as shall from time to time govern the lease and delivery\nof goods and the disclosure of technical information abroad by Persons subject\nto the jurisdiction of the United States.\n\n19.     LIENS, ENCUMBRANCES. Lessee shall, at Lessee's expense, keep Products \nfree and clear of liens, security interests, attachments, seizures and\nencumbrances of any kind (except those arising hereunder or solely through the\nacts of Lessor) and shall immediately notify Lessor if any Person attempts to\nclaim ownership of, a lien against, or any other interest in, or bring any legal\nprocess with respect to, any of the Products.\n\n20.     REMEDYING DEFAULTS. If Lessee shall fail to perform or comply with any \nof Lessee's obligations hereunder or under any Schedule, Lessor in its\ndiscretion may do all such reasonable acts and make all such reasonable\ndisbursements as may be necessary to itself perform, or cause performance of or\ncompliance with, such obligations, without the same constituting a waiver of\nsuch obligations or creating any obligation or liability on the part of Lessor\neither to remedy any other failure to perform or comply or to take any other\naction whatsoever, and any disbursements so made shall be payable by Lessee on\ndemand, together with interest at the Overdue Rate from the date of disbursement\nby Lessor to the date of payment by Lessee.\n\n21.     NOTICES. Except as may be specifically provided herein, all notices\nwith respect hereto shall be given in writing and shall be delivered (including\ndelivery by courier, facsimile transmittal, telex or similar means) or sent by\nmail, postage prepaid, return receipt requested, addressed to the party for whom\nintended at the address specified on the first page of this Agreement or at such\nother \n\n\n\n                                  Page 7 of 10\n\n\naddress as the intended recipient previously shall have designated by at least\n10 days written notice to the other party. Unless otherwise provided in this\nAgreement, notice shall be effective on the date that it is received or (if\nmailed as described above) 4 Business Days after the date of mailing.\n\n22.     ASSIGNMENT.\n\n        (a) Neither this Agreement, any Schedule, or any right or obligation\nhereunder or thereunder is assignable in whole or in part, whether by operation\nof law or otherwise, by Lessee without the prior written consent of Lessor, nor\nmay Lessee assign or sublet Products without the prior written consent of\nLessor. Any attempted assignment or subletting without Lessor's prior written\nconsent shall be void and of no force and effect.\n\n        (b) Lessor may at any time without notice to Lessee, but subject to the\nrights of Lessee hereunder, transfer, assign, or grant a security interest in\nany Product, this Agreement, any Schedule, or any rights hereunder or thereunder\n(including any Rent or other monies and benefits due or to become due\nhereunder), in whole or in part. In such event, the assignee will have the\nrights and benefits, but not any of the obligations, of Lessor, and Lessee\nagrees that the rights of any such assignee will not be subject to any claims,\ndefenses or setoffs that Lessee may have against Lessor.\n\n        (c) This Agreement shall be binding upon and inure to the benefit of\nLessor and its successors and assigns and shall be binding upon Lessee and the\nheirs, executors, administrators, successors and permitted assigns and permitted\nsublessees of Lessee.\n\n23.     SURVIVAL. All of the representations, warranties, covenants and\nagreements of Lessee contained in this Agreement or any Schedule shall survive\nthe termination of this Agreement and the expiration or earlier termination of\nany or all Schedule(s) until all obligations of Lessee under this Agreement and\nall Schedules have been performed in full; provided, however, that the\nprovisions of Sections 11, 12, 13(b), 13(d), and 17 shall continue in full force\nand effect even after all obligations of Lessee have been performed in full.\n\n24.     GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL. THIS\nAGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED IN ALL RESPECTS BY, AND CONSTRUED\nIN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, U.S.A. (EXCEPT AS\nOTHERWISE PROVIDED IN SECTION 27(k) REGARDING THE DETERMINATION OF THE MAXIMUM\nAMOUNT OF TIME PRICE BALANCE DIFFERENTIAL AND INTEREST), EXCLUSIVE OF ANY\nPROVISIONS OF THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS\nAND WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. REFERENCES TO THE UNIFORM\nCOMMERCIAL CODE IN THIS AGREEMENT ARE TO THE UNIFORM COMMERCIAL CODE ADOPTED IN\nILLINOIS AS 810 ILCS SECS. 5\/1-101 ET SEQ. LESSEE IRREVOCABLY SUBMITS TO THE\nJURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN COOK COUNTY, ILLINOIS, AND\nWAIVES TO THE FULLEST EXTENT ALLOWED BY LAW ANY OBJECTION TO VENUE IN SUCH\nCOURT, AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY JURY.\n\n25.     DEFINITIONS. In addition to the terms defined elsewhere in this\nAgreement, the following terms have the following respective meanings for\npurposes of this Agreement:\n\n        (a) Affiliate. Any Person that directly or indirectly controls, is\ncontrolled by, or is under common control with, Lessor or Lessee, as the context\nmay require.\n\n        (b) Applicable Laws. All applicable laws, rules, regulations and orders\nof any government authority with jurisdiction over a party or over its\nperformance in connection with this Agreement or any Schedule (including\nLessee's lease or use of Products hereunder or thereunder).\n\n        (c) Business Day. Any day except Saturday, Sunday or a day on which\nbanking institutions are required or authorized by law or other governmental\naction to be closed in Illinois.\n\n        (d) Documentation. All user guides, driver installation guides,\nlistings, manuals, illustrations, and other written materials or publications\nthat accompany or constitute all or a portion of any Software or other Products\nor that are provided by or on behalf of Lessor or any vendor or Licensor to\nLessee relating to the installation, operation, sale, support or other use of\nany Software or other Products, and all modifications, additions, supplements,\ntranslations, derivative works and full or partial copies of any thereof,\nregardless of who prepared the same.\n\n        (e) Overdue Rate. A rate equal to the lesser of 1-1\/2% per month or the\nhighest rate permitted by applicable law.\n\n        (f) Person. Any individual, partnership, joint venture, corporation,\nlimited liability company, trust, unincorporated organization, joint stock\ncompany, government or department or agency thereof, or other form of\nassociation or entity.\n\n\n                                  Page 8 of 10\n\n\n        (g) Products. All of the computer hardware, software, parts, equipment,\naccessories, and other products (including any Software or Documentation) that\nLessor, in its sole discretion, may from time to time lease or offer for lease\nto Lessee under this Agreement, whether manufactured by Lessor or any other\nPerson.\n\n        (h) Software. All software or computer programs that accompany or\nconstitute all or a portion of any Products or are provided by or on behalf of\nLessor or any vendor or Licensor to Lessee with respect to any Products, and all\nmodifications, additions, supplements, translations, derivative works, and full\nor partial copies of any thereof, regardless of who prepared the same, and code\nwith respect thereto, whether embodied in or contained on magnetic tape, disk,\nsemiconductor device, or any other device or medium.\n\n26.     CONSTRUCTION. 'This Lease Agreement,' 'Lease Agreement,' 'this\nAgreement,' 'hereto,' 'herein,' 'hereof,' 'hereby,' 'hereunder' and similar\nexpressions refer to this Master Lease Agreement. The headings used in this\nAgreement are for convenience only and shall have no legal effect. Whenever the\ncontext requires, the gender of all words used herein shall include the\nmasculine, the feminine and neuter, and the number of all words shall include\nthe singular and plural. The term 'including' as used in this Agreement means\n'including without limitation.' Whenever reference is made in this Agreement to\n'days,' the reference means calendar days, not Business Days, unless otherwise\nspecified. This Agreement shall be interpreted fairly in accordance with its\nterms and without any strict construction in favor of or against either party.\n\n27.     MISCELLANEOUS.\n\n        (a) If more than one Person executes this Agreement or any Schedule as\nLessee, their respective liabilities hereunder or thereunder shall be both joint\nand several, but Lessor shall be fully discharged in respect of any obligation\nhereunder upon performance of that obligation to any one of them.\n\n        (b) Failure of Lessor at any time to require Lessee's performance of any\nobligation shall not affect the right to require performance of that obligation.\nNo term, condition or provision of this Agreement or any Schedule shall be\nwaived or deemed to have been waived by Lessor unless it is in writing and\nsigned by a duly authorized representative of Lessor. A valid waiver is limited\nto the specific situation for which it was given.\n\n        (c) Lessee shall furnish to Lessor such financial statements of Lessee\nand any Guarantor (prepared in accordance with generally accepted accounting\nprinciples consistently applied) and other information as Lessor may from time\nto time reasonably request. Lessee shall notify Lessor within 10 days after any\nmaterial adverse change in Lessee's or any Guarantor's financial condition.\n\n        (d) Whenever possible, each provision of this Agreement shall be\ninterpreted in such a manner as to be effective and valid under applicable law,\nbut if any provision of this Agreement, or the application thereof to any Person\nor under any circumstances, shall be invalid or unenforceable to any extent\nunder applicable law, and the extent of such invalidity or unenforceability does\nnot destroy the basis for the bargain between the parties as expressed herein,\nthen (i) such provision shall be deemed severed from this Agreement with respect\nto such party or such circumstance, without invalidating the remainder of this\nAgreement or the application of such provision to other Persons or\ncircumstances, and (ii) a new provision shall be deemed substituted in lieu of\nthe provision so severed which new provision shall, to the extent possible,\naccomplish the intent of the parties hereto as evidenced by the provision so\nsevered.\n\n        (e) All Lessee's obligations hereunder shall be performed or observed at\nLessee's expense.\n\n        (f) To the fullest extent permitted by applicable law, Lessee waives any\nand all rights and remedies conferred upon Lessee under Uniform Commercial Code\nSections 2A-303 and 2A-508 through 2A-522.\n\n        (g) Lessee shall, upon Lessor's demand, promptly execute, acknowledge,\ndeliver, file, register and record any and all further documents and take any\nand all other action reasonably requested by Lessor from time to time, for the\npurpose of fully effectuating the intent and purposes of this Agreement or any\nSchedule, and to protect the interests of Lessor, its successors and assigns.\nThe parties intend for each lease to constitute a true lease of Products under\nthe United Commercial Code and all Applicable Laws; if, however, any Lease is\ndetermined to be other than a true lease, Lessee grants to Lessor a security\ninterest in the Products and all proceeds thereof. Lessee hereby appoints Lessor\nas Lessee's agent and attorney-in-fact to execute, deliver and file in the name\nof Lessee (and Lessee agrees to execute if requested) any financing statements\nor related filings as Lessor may reasonably deem necessary or appropriate. In\naddition, Lessor may file a copy of this Agreement in lieu of a financing\nstatement.\n\n        (h) Lessee acknowledges receipt of a copy of this Agreement.\n\n        (i) This Agreement and each Schedule may be executed in any number of\ncounterparts, each of which, when so executed and delivered, shall be an\noriginal (except as otherwise provided in the following sentence), but all such\ncounterparts \n\n\n\n                                  Page 9 of 10\n\n\ntaken together shall constitute one and the same instrument. To the extent any\nSchedule constitutes chattel paper, no security interest in such Schedule may be\nperfected except by the possession of the manually executed counterpart of such\nSchedule identified in such Schedule as the original counterpart. If any\nSchedule is executed by Lessee and thereafter sent to Lessor by facsimile\ntransmission, then until such time as Lessor has received such Schedule with\nLessee's manual signature thereon, such facsimile transmission shall constitute,\nupon acceptance and execution by Lessor, the original Schedule and chattel paper\nand shall be admissible for all purposes as the original Schedule. In such\nevent, Lessee agrees to promptly forward to Lessor the Schedule with Lessee's\nmanual signature thereon and upon receipt by Lessor such Schedule with Lessee's\nmanual signature thereon shall constitute the chattel paper in lieu of such\nfacsimile transmission.\n\n        (j) This Agreement and each Schedule are non-cancellable by Lessee.\n\n        (k) Lessor and Lessee intend for each Lease to constitute a true lease\nof Products under the Uniform Commercial Code and all applicable law. If,\nhowever, any Lease is determined to be a lease intended as security, in no event\nshall Lessee, by acceleration or prepayment of the unpaid time price balance\nunder the related Schedule or otherwise, be obligated to pay any time price\nbalance differential in excess of the maximum amount permitted by applicable law\n(and for purposes of this Section the applicable law shall be the law of the\nstate specified in Section 24 or the law of the state where the Products are\nlocated, whichever law permits the greater amount). Any acceleration or\nprepayment of the unpaid time price balance shall be subject to all applicable\nlaw, including rebates of unearned charges. If in any event whatsoever Lessor\nshall receive anything of value under a Lease deemed interest under applicable\nlaws which would exceed the maximum amount of interest, the excess amount shall\nbe applied to the reduction of the unpaid time price balance or shall be\nrefunded to Lessee. All sums paid or agreed to be paid by Lessee to Lessor for\nthe use, forbearance or detention of money shall, to the fullest extent\npermitted by applicable law, be amortized, prorated and allocated and spread\nthroughout the full term of the applicable Schedule so that the amount of\nconsideration constituting interest is uniform throughout the term of such\nSchedule and does not exceed the maximum permitted by applicable law. If any of\nthe provisions of this paragraph conflict with any provision(s) of any other\nparagraph of this Agreement, any Schedule, or any provision(s) in any other\nagreement or course of dealing between Lessor and Lessee, the provisions of this\nparagraph shall control and govern the interpretation of this Agreement, such\nSchedule and any such other agreement or course of dealing.\n\n        (l) This Agreement and the Schedules hereto constitute the entire\nagreement between Lessor and Lessee and set forth the entire understanding and\nsupersede and merge all prior written or oral communications, understandings, or\nagreements between the parties relating to the subject matter contained herein.\nThe parties agree that use of preprinted forms (including orders, invoices and\nacknowledgments), other than the Schedules, is for convenience only and all\nterms and conditions stated therein, except for any information permitted by\nthis Agreement, are void and of no effect. In the event of any conflict between\nthis Agreement and the terms and conditions of any such document, this Agreement\nshall govern. This Agreement may be amended only in writing signed by Lessor (by\na duly authorized representative) and Lessee. By initialing this provision,\nLessee agrees to be bound by the terms of this Agreement and, to the extent\napplicable, that the provision concerning a separately signed document pursuant\nto Uniform Commercial Code Section 2A-208 has been compiled with.\n\n\n------------------\nLessee's Initials\n\n\nEXECUTED by the undersigned on the dates set forth below, to be effective as of\nthe Effective Date.\n\nDELL FINANCIAL SERVICES L.P.                  SAGENT TECHNOLOGY INC.\n'LESSOR'                                      'LESSEE'\n\n\nBY:                                           BY:     \/s\/ Kathleen Ovalle\n   ----------------------------------            ------------------------------\nNAME:                                         NAME:   Kathleen Ovalle\n     --------------------------------              ----------------------------\nTITLE:                                        TITLE:   Corporate Controller\n      -------------------------------               ---------------------------\nDATE:                                         DATE:    September 26, 1998\n     --------------------------------              ----------------------------\n\n                                 Page 10 of 10\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7103,7289,8746],"corporate_contracts_industries":[9508,9513,9416],"corporate_contracts_types":[9613,9614],"class_list":["post-42545","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cit-group-inc","corporate_contracts_companies-dell-computer-corp","corporate_contracts_companies-sagent-technology-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__software","corporate_contracts_industries-financial__credit","corporate_contracts_types-operations","corporate_contracts_types-operations__equipment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42545","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42545"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42545"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42545"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42545"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}